Senior Counsel & Assistant Corporate Secretary

Job Description

Application Deadline: 05/07/2026 Address: 320 S Canal Street Job Family Group: Legal BMO Financial Group (“BMO”) is seeking a Senior Counsel and Assistant Corporate Secretary to support Enterprise Board Governance for its U.S. subsidiaries. The Senior Counsel will play a key role in ensuring that BMO’s high standards for corporate governance are met. The successful candidate will join a collaborative, high‑performing team of legal professionals and will be responsible for advising on a broad range of legal, regulatory, and corporate secretarial matters, with a primary focus on subsidiary governance, board operations, and transactional support. The position reports to the U.S. Corporate Secretary. This is a hybrid role requiring at least 3-4 days a week in the Chicago office. Corporate Governance & General Legal Support Serve as Secretary or Assistant Secretary for designated BMO subsidiaries and affiliates, including preparing agendas, coordinating and overseeing the distribution of meeting materials (including via online board portal), and draft accurate and complete minutes. Lead board and committee meeting operations for BMO’s U.S. bank holding company, including Governance, Risk, Regulatory, and Human Resources Committees. Monitor and advise on and analyze legal, regulatory, and policy developments impacting board and corporate governance across BMO’s U.S. entities. Support the preparation of materials for Board and Committee meetings, ensuring consistency with governance requirements and regulatory expectations. Conduct director independence reviews, director conflict assessments, and prepare board approval guidelines. Plan, attend, and execute Board and Committee meetings, including agenda coordination, compilation and dissemination of materials, minute‑taking, and follow‑up on action items. Manage director onboarding, questionnaires, attendance tracking, and ongoing governance documentation. Draft corporate governance documents such as certificates, resolutions, incumbency certificates, and related corporate records to support governance and transactional matters. Maintain corporate entity records, including updates to the Global Entity Management System (GEMS), and support state corporate filings as needed. Support special projects involving corporate governance, legal operations, potential M&A transactions, subsidiary oversight, and corporate secretarial matters. Support regulatory exams, supervisory inquiries, and internal audits. Cross‑Functional Collaboration & Leadership Build strong working relationships with directors, senior executives, legal colleagues, and business partners to support effective governance processes. Exercise sound judgment on complex, confidential, and sensitive matters with strategic and reputational impact. Recommend enhancements to governance processes, including the use of technology and AI tools to improve efficiency. Contribute to a culture aligned with BMO’s purpose, values, and strategic priorities. Perf

Required Skills